Contents

Production

The episode was #1 in the We Heart Ponies Fan Favorite Mare-a-thon, in the leadup to Hearts and Hooves Day.

Character appearances

A storyboard panel from the episode showing Rarity glaring at Derpy as she empties the barrel. Rarity was replaced with Golden Harvest in the aired version of this scene.

This episode marks the first appearance of Princess Luna since Friendship is Magic, part 2, which premiered the same date a year prior. Luna has undergone a slight redesign that features a flowing mane similar to Princess Celestia's, as well as having a darker saturation of her coat's main color.

This is the first episode in season two where one of the main characters is missing, in this case Rarity. She did feature in the episode's script, but her scene was cut. In the script, she is still working on her costume when Twilight takes Luna to her to get a makeover and help her look less intimidating. Rarity overdoes Luna's outfit so much that she tears it off. Pinkie, seeing Luna with a piece of dress in her mouth, leaps to the conclusion that she ate a princess and runs off terrified.[2][3]

Advertising

A billboard referencing the poster for Poltergeist was put up in Los Angeles. In it, it shows Pinkie Pie with a Spike plushie in front of a TV screen.[4]

Magic

The aura that emanates from Twilight's horn when she performs magic has changed back from red to purple. Only this time, the color is slightly lighter than in season one. However, it is not consistent over the course of the episode, as it also shows up as red in certain scenes.

Summary

Introduction

The episode begins with Twilight Sparkle showing her hoof-made "Star Swirl the Bearded" costume to Spike. He doesn't know who she's dressed as until she tells him that Star Swirl the Bearded was the father of the "amniomorphic spell". Spike just looks at her blankly when she tries to remind him of the obscure unicorn history, but he is saved when four young trick-or-treaters and their chaperone, Granny Smith, ring the doorbell. Pipsqueak, dressed in a pirate costume, says that it's his first Nightmare Night festival ever. Pinkie Pie bursts forth in a chicken costume, indignantly saying that she's never too old for free candy when Twilight questions her. She thinks Twilight's costume is a great one of a "weirdo clown", and Spike teasingly calls Twilight "grandpa".

"Give her candy, and she won't eat you."

Twilight, indignant that no one recognizes such an important historical magician, walks through the market with Spike. Pinkie and Pipsqueak meet them and show off their stashes of candy. Meanwhile, Rainbow Dash, dressed as a Shadowbolt, covertly pushes a thundercloud over Pinkie Pie and fires off a very loud lightning bolt to scare Pinkie Pie and Spike. Howling with laughter, Rainbow Dash tells a disapproving Twilight that Nightmare Night is the best time of the year for pranks. She then takes off with her thundercloud to prank another group she has spotted. Twilight and Spike meet Applejack, who is running the apple bob. The tub of water is ruined when Derpy, dressed in large paper bags, pops out of the tub with the plug in her mouth. The Mayor then makes an announcement, telling the trick-or-treaters, which include the costumed Cutie Mark Crusaders, to follow Zecora to the statue of Nightmare Moon for a storytelling. Twilight and Spike tag along.

Zecora tells the legend of Nightmare Moon and explains that Nightmare Moon requires an appeasing offering of candy. At that moment, however, Princess Luna arrives, in a flurry of dark clouds and her own royal carriage chauffeured by two of her Pegasus guards, scaring everyone off but Twilight.

Princess Luna arrives

See guys, she's not all that scary.

Pinkie Pie and her group of foals run through town, as a cloaked Princess Luna lands in the marketplace. Everyone bows in fearful respect of the Princess. Twilight, however, shows no fear and wants to meet her. Princess Luna makes a speech in a very strong and dramatic voice, explaining that she only seeks the love and affection of her subjects, and wishes to improve the festival and the way it portrays her. Unfortunately, her presentation only serves to further intimidate everyone.

"Citizens of Ponyville! We have graced your tiny village with our presence, so that you might behold the real princess of the night! A creature of nightmare is no longer, but instead a pony who desires your love and admiration! Together we shall change this dreadful celebration into a bright and glorious feast!"

— Princess Luna in a booming voice

Change our approach?

After assuring a frightened Spike that Luna is not Nightmare Moon anymore, Twilight realizes that the Princess is having trouble adjusting to modern times after being imprisoned for a millennium, and goes to talk to her. Feeling rejected, Luna leaves the market, and spends some time in front of the statue of Nightmare Moon, which is where Twilight finds her. Luna compliments Twilight on her costume, noting its accuracy to the smallest detail, becoming the first one to recognize the character. Twilight explains to Princess Luna that she was badly received due to her speaking tone and volume. Luna protests that the royal voice is the only one she knows and that she always speaks in the royal we. Twilight decides to bring her to Fluttershy, thinking that the soft-spoken pony can help Luna improve the way she addresses others.

Fluttershy refuses to answer her door at first, exclaiming that she has no candy and that she doesn't want visitors on Nightmare Night. When Twilight reassures her there's nothing to be worried about, she opens the door, only to slam the door shut upon seeing the Princess. Twilight forces Fluttershy out of her home, and Princess Luna tries to ask her how to improve her tone, but only further scares Fluttershy. As a last resort, Twilight uses her magic to engulf Fluttershy and drag her out to briefly coach the Princess. When Princess Luna feels that her tone has improved, she uses magic to haul Fluttershy over and thanks her by hugging her. Luna accidentally scares the wind out of Fluttershy, scaring off Pinkie Pie and her group of fillies once again.

"Fun"

The ponies shown here are dancing to the music.

The scene cross-fades to Ponyville, where the villagers are enjoying the festivities, playing games, and dancing.

"Fun? What is this "fun" thou speakest of?"

— Princess Luna

Princess Luna and Twilight find Applejack in the town square, and Twilight asks Applejack to give suggestions to Luna on how to be more approachable. Applejack's top tip is to have fun. Luna doesn't know what "fun" is, but she uncertainly tries her hoof at several carnival games. Enjoying the games, Luna shows her surprise and appreciation, and the town begins to regard her more warmly. She even goes so far as to tell her subjects to do away with the formality of "Princess" and simply call her Luna.

"Nightmare Night is canceled...FOREVER!!"

However, when Luna rushes to save Pipsqueak from drowning in the apple-bobbing tub, Pinkie Pie mistakenly thinks she is eating the foal, and once again the ponies draw away in fear. Luna tries again to gain their trust with fun but goes a bit too far and causes havoc across the town. Fed up and offended, she declares that Nightmare Night is canceled forever.

"Since you choose to fear your princess rather than love her and dishonor her with this insulting celebration, we decree that Nightmare Night shall be canceled! Forever!"

— Princess Luna in a booming voice

Resolution

Luna is heartbroken because the ponies won't befriend her.

Twilight once again sets out to find Princess Luna, and finds her walking sadly across a bridge, disappointed by her inability to win the hearts of her subjects. She rejects Twilight's help at first, so Twilight finds another method. Luring Pinkie Pie into an alleyway with a trail of candy, she tells her that Princess Luna is no longer evil and instructs her to stop shrieking whenever she sees her. Pinkie Pie agrees, but as she is about to shake hooves with Princess Luna and make peace, Rainbow Dash inopportunely plays her lightning prank, making Pinkie Pie believe it is Princess Luna who made the lightning. She runs off leaving behind a purple spotted egg that looks like the one Spike hatched from in The Cutie Mark Chronicles. Twilight blocks Pinkie Pie's path by teleporting in the way and pins her down, adamantly telling her that Princess Luna has not come to harm them. However, Pinkie Pie tells her that she is fully aware that Luna won't actually "gobble up" anyone, but she is scared because it is fun to be scared. This inspires a plan in Twilight's mind.

As the ponies clean up the mess in the town square, Zecora and the Mayor remind the foals that they still have to give their offerings of candy to Nightmare Moon. Once they have left their offerings at the Nightmare Moon statue, Princess Luna makes a dramatic appearance in her dark alter-ego, scaring them yet again. She transforms back into Princess Luna and pops out a set of fake fangs, but is still afraid that Twilight's plan will fail. However, Pipsqueak then tugs on her mane to ask her something; even if there won't be any more Nightmare Nights, could she still come back next year to scare them? Princess Luna looks past him to see the other foals looking hopefully at her. To her puzzlement, Pipsqueak confirms that the way that she scared them is really fun, and Nightmare Night is his favorite night of the year. Smiling, Luna proclaims that Nightmare Night will have to be reinstated. Pipsqueak tells her that she's his favorite Princess and hugs her. He turns around and tells his friends that she agreed, and the foals cheer. Twilight tells the Princess that they really do like her after all.

Epilogue

Luna smiling at her candy.

Back in town, Luna participates in more carnival games, personally accepts more candy offerings from the foals, and has fun scaring more ponies. At the end of the episode, Rainbow Dash once again shows up with her thundercloud, and when she is eagerly about to prank Twilight and Spike, Princess Luna gives her a taste of her own medicine, scaring off Dash.

Twilight learned that one of the best things about friendship is to give it to others and help them find it themselves. Also, everyone in Ponyville learned that even if someone is intimidating or scary, when you offer them your friendship, you'll discover a whole new pony underneath.

Nightmare Night

The Nightmare Night festival.

Nightmare Night is a festival celebrated annually in Ponyville, in which foals dress up in costumes and go door-to-door collecting candy. Festival activities include a carnival with various games, musical entertainment, and a tradition in which candy is offered to the effigy of Nightmare Moon. Zecora tells in verse of the legend of Nightmare Moon, which explains the customs of the holiday:

"Every year, we put on a disguise to save ourselves from her searching eyes. [...] But Nightmare Moon wants just one thing: to gobble up ponies in one quick swing! [...] Hungrily, she soars the sky. If she sees nopony, she passes by. So if she comes and all is clear, Equestria is safe another year! [...] Fill up her belly with a treat or two, so she won't return to come eat you!"

— Zecora

Costumes

The following is a sortable chart of costumed characters that appear on the episode, by time of first appearance. Times are approximate.

Additionally, Rarity is dressed as a vampire in a storyboard panel, but in the completed episode, she was replaced by Golden Harvest.

Ace and Granny Smith don't wear costumes despite going to the festival. Fluttershy isn't costumed either, while holed up at home. Princess Luna wears a "costume" only briefly, when she uses her magic and some fake fangs to appear as Nightmare Moon.